New York City–Todd Haynes's affection for pop culture took him from a controversial short that used dolls to tell the story of the life and death of a '70s singer ("Superstar: The Karen Carpenter Story") to a film about '80s glam rock (Velvet Goldmine) and another one that saluted melodramas of the 1950s (Far From Heaven). He has now taken his exploration of modern pop culture a step further with I'm Not There, which looks back at the 1960s and the life and times of Bob Dylan.

It is far from being a traditional biopic. Instead, Haynes dissects Dylan and has hired an odd assortment of actors to play various roles. African American actor Marcus Carl Franklin plays a young runaway who calls himself Woody and ingratiates himself with strangers through his songs and wit. Christian Bale is a folksinger who turns to religion at the height of his fame; Heath Ledger is a married-with-children actor hired to play Bale's character in a film; Ben Whishaw is a singer testifying about his life; Cate Blanchett is a famed '60s folkie turned rocker; and Richard Gere plays an aging Billy the Kid. (Dylan costarred in the 1973 film Pat Garrett & Billy the Kid.) The movie opens on Friday (November 30).

Haynes says, in a New York hotel room, that some of the characters were drawn directly from biographies of Dylan while others were composites of the singer's various sensibilities. He says that starting the film with a young black man playing Dylan as a youthful hobo may seem somewhat outrageous to purists but that it fits with Dylan's chameleonlike talents.

"The 'Woody' story is about the early years of Dylan when he first came to New York and was in the thrall of Woody Guthrie and Woody's music and attitude and style and all of those things. That part of the film was really about how the creative process can begin through impersonation and how you might find that you want to be almost anything other than who you are. In this case it is almost a joke about passing, in that Dylan was pretending that he was not a middle-class Jewish kid from Minnesota. He wanted to be connected to this grassroots history of America. The amazing thing was how everyone kind of went along with it. It was the sheer exuberance of the performance he lived that made everyone nod in agreement. I wanted to take it a step further, and Marcus was doing this delicate dance; this performance within a performance. I think you can tell that the character is enjoying pulling the wool over people's eyes."

Haynes started writing the film a few years ago when he noticed that a new generation was listening to Dylan's music. He says he wanted to show what Dylan's music meant to those who were coming to it in the new millennium and the impact that Dylan had made on other generations. "I think that people turn to him at different points of their life. They may be looking for someone who encourages change and a sense of regeneration. I began to take more of an interest in the [Dylan] biographies and started to listen to some of the songs that I had not heard when I was a high-school Dylan fan. I kept coming up against the idea of him as being someone who changes and enters these creative phases thoroughly and then exhausts them, moves on, and almost has to reject them to clear the air and start fresh. So these different components had to be distinct from each other and yet have a link. You could see that as one character explores his world and reaches certain barriers, it forces the next character to be a solution of sorts."

Haynes says it's possible that Dylan's greatest achievement was that he was able to have hits that played on Top 40 radio while being simultaneously embraced as someone who was pushing the boundaries of modern music. He says that if he aspires to anything, it is that his own films receive the same support.

"There is something amazing about pop culture and popular music, because you can have a song that existed on the airwaves”¦and yet can still emerge almost as this accident or this rupture or something that turns the rules upside down for the moment. I felt that what Dylan was able to do with the popular song–and the way that he could explode it into something that could encompass politics and philosophy and subjectivity and art and still play on the jukeboxes–was amazing. And he managed to maintain his popularity while doing that. It was always kind of a goal for me to aspire to as a filmmaker."